North Carolina Motor Vehicle Consignment Agreement

Exclusive Right to Sell

This Motor Vehicle Consignment Agreement (hereinafter referred to as the "Agreement") is entered into pursuant to the requirements of 19A N.C. Admin. Code 3D .0226, N.C. Gen. Stat. §§ 20-285 et seq., and applicable federal law, by and between:

MCLAREN CHARLOTTE, a North Carolina licensed motor vehicle dealer (NCDMV Dealer License No. _________), d/b/a MCLAREN CHARLOTTE, located at 6010 KENLEY LANE CHARLOTTE, NC 28217, Phone: 704-248-0009, Email: INFO@CHARLOTTEMCLAREN.COM (hereinafter the "Consignee");

AND

CONSIGNOR'S INFORMATION

Consignor and Consignee (collectively, the "Parties") agree to consign the below-described Vehicle on the following terms and conditions. This Agreement is not a sale of the Vehicle to Consignee.

DESCRIPTION OF THE CONSIGNED VEHICLE

Lienholder Information (if applicable):

1. NET AMOUNT / NET-TO-OWNER. Consignor shall set an initial net amount for the sale of the Vehicle (the "Net-to-Owner" or "Floor Price"). The initial Net-to-Owner amount shall be $ ( Dollars). The Net-to-Owner may be lowered at any time during the Agreement period in writing by Consignor via email, text, facsimile, or other written communication, but may not thereafter be raised. Consignee may bring any offer to Consignor for approval to finalize a deal below the Net-to-Owner. Any amount earned over the Net-to-Owner shall be retained by Consignee as Commissions (see Section 5).

2. LIST PRICE / STICKER PRICE. Consignee will list the Vehicle at an initial sale price of $ ("List Price"). Consignee shall exercise commercially reasonable efforts to sell the Vehicle at or above the List Price. Consignee is authorized to sell at the List Price or higher without further authorization from Consignor. Consignee shall present all bona fide offers below the List Price to Consignor within forty-eight (48) hours of receipt. The written consent of Consignor is required for any sale below the List Price.

3. TERM AND EFFECTIVE DATES. This Agreement is effective from (the "Consignment Date") through at 11:59 PM Eastern Time (the "Expiration Date"), representing an initial term of days, as required by 19A N.C. Admin. Code 3D .0226(a)-(b). This Agreement shall not automatically renew unless the Parties execute a written renewal or extension stating the new effective dates before the new term begins. Each renewal or extension must be signed or initialed by both Consignor and Consignee. After termination for any reason, Consignee shall have no more than thirty (30) days to complete any sale to a buyer identified by Consignee prior to termination, as required by 19A N.C. Admin. Code 3D .0226(f).

4. DURATION EXTENSION. If Consignee has received a signed Vehicle Purchase Agreement or deposit from a prospective buyer prior to the Expiration Date, this Agreement shall remain in full force for fifteen (15) additional business days to permit Consignee to complete that pending sale. If such sale is terminated for any reason, Consignee shall promptly notify Consignor, and Consignor shall have seven (7) days to remove the Vehicle or execute a written renewal or extension under Section 3. No renewal shall be implied from the Vehicle remaining on Consignee's premises after expiration or termination.

5. COMMISSIONS AND FEES. All proceeds from the sale of the Vehicle shall, in the first instance, be property of Consignor. Consignee shall deduct a commission of $ OR % of the final selling price (the "Commission"), whichever is greater, immediately upon the consummation of a sale. A "sale" occurs when Consignee (A) receives the agreed-upon sales price in full, or (B) executes a conditional sales contract, or (C) the purchaser takes delivery of the Vehicle, whichever comes first. Within twenty (20) days after the sale, Consignee shall provide Consignor a written accounting stating: (i) date of sale; (ii) any authorized repair deductions (supported by written work orders signed by Consignor); and (iii) the total sale price and net amount due to Consignor. Consignee is not acting as a broker for the buyer; collection of any buyer-side fee does not create an agency relationship between Consignee and the buyer.

SPECIAL NOTE: If a buyer elects to pay by credit card, any processing fee, surcharge, or deduction shall be imposed or deducted only if disclosed in writing and permitted by applicable law and payment-card network rules. Does Consignor authorize credit card payments and any lawful processing-fee deduction from proceeds?

6. NON-REFUNDABLE LISTING FEE. Consignor hereby tenders to Consignee $ (the "Listing Fee"), which is a non-refundable fee covering advertising, photography, clean-up, handling, and storage for the initial term. If this Agreement is renewed and Consignor subsequently re-delivers the Vehicle, a new Listing Fee of $ shall be due upon execution of the renewed Agreement, as required by 19A N.C. Admin. Code 3D .0226(e).

7. EXCLUSIVE RIGHT TO SELL. During the term of this Agreement, Consignee has the exclusive right to sell the Vehicle. Consignor agrees not to (a) solicit buyers independently; (b) advertise the Vehicle through any channel; or (c) refer potential buyers to any party other than Consignee during the term. If Consignor sells or transfers the Vehicle during the term, or within thirty (30) days after termination to a person introduced to the Vehicle through Consignee or identified by Consignee before termination, the Commission shall be due and owing as if the Vehicle had been sold through Consignee, subject to 19A N.C. Admin. Code 3D .0226(f). The prevailing party in any action to enforce this provision shall be entitled to reasonable attorneys' fees and costs only to the extent permitted by applicable law.

8. ADVERTISEMENT AND MARKETING. Consignor grants Consignee complete authority and permission to advertise, photograph, market, display, and sell the Vehicle through any media or platform, including Consignee's website, online listing platforms, social media, print, and dealership showroom, in Consignee's sole and absolute discretion. All images, videos, descriptions, and marketing materials produced by Consignee are and shall remain the property of Consignee and may not be reproduced or used by Consignor without prior written consent of Consignee. Consignee shall disclose to prospective buyers that the Vehicle is on consignment, as required by 19A N.C. Admin. Code 3D .0226(h), unless Consignee has taken title by reassignment.

9. TITLE CERTIFICATE AND OWNERSHIP DOCUMENTS. Consignor shall deliver the original Certificate of Title (or, if held by a lienholder, a signed Power of Attorney on NCDMV Form MVR-330) and all required ownership documents to Consignee upon execution of this Agreement, as required by 19A N.C. Admin. Code 3D .0226(c) and N.C. Gen. Stat. § 20-72. Consignee will hold the title certificate in trust for the purpose of completing a sale only. The title reassignment by the Owner portion of the Certificate of Title shall not be signed until the Vehicle is sold. Consignor authorizes Consignee, if the title is held by a lienholder, to obtain the title directly from the lienholder and to pay the outstanding lien amount from the sale proceeds pursuant to N.C. Gen. Stat. § 20-75.

10. TRANSFER OF TITLE. Consignor agrees to deliver good, clear, and marketable title and execute all lawful ownership documents required to complete a sale at or before delivery of the Vehicle to the purchaser. If Consignor fails or refuses to deliver title or execute required documents, Consignee may, at its election: (a) terminate this Agreement; (b) use any lawful NCDMV procedure available based on the title documents and any executed limited power of attorney; or (c) pursue any and all available legal remedies under N.C. Gen. Stat. §§ 20-72 and 20-73. Consignee shall not transfer title except through lawful NCDMV title procedures and required owner or power-of-attorney documentation. All costs and fees, including attorneys' fees to the extent permitted by applicable law, incurred by Consignee due to Consignor's failure to deliver clear title or execute required documents may be deducted from amounts due to Consignor.

11. LIMITED POWER OF ATTORNEY. Consignor irrevocably appoints Consignee and its duly authorized employees as Consignor's limited Attorney-in-Fact, coupled with an interest, solely for the purpose of executing a Certificate of Title and all documents necessary to transfer good title to the purchaser upon the sale of the Vehicle pursuant to this Agreement, including contact with any lienholder to obtain or release title. This Power of Attorney is limited to title-transfer functions and shall not authorize Consignee to act as Consignor's agent for any other purpose. Consignor shall execute NCDMV Form MVR-330 or any other form required by NCDMV concurrently with this Agreement.

12. ODOMETER DISCLOSURE STATEMENT. Consignor warrants and represents, pursuant to 49 U.S.C. § 32705, 49 CFR Part 580, N.C. Gen. Stat. §§ 20-340 through 20-350 (Vehicle Mileage Act), and N.C. Gen. Stat. § 20-347.1 (5-year record retention), that:

A. Current Mileage. The odometer of the Vehicle currently reads miles.

B. Accuracy. Consignor has not tampered with the odometer of the Vehicle and has no knowledge of any tampering or rollback.

C. Disclosure Statement. Consignor shall execute a completed Federal/State Odometer Disclosure Statement, including NCDMV Form MVR-180 or any other required title/odometer disclosure form, at or before delivery of the Vehicle to a purchaser. Consignee shall retain copies of required odometer disclosure records for at least five (5) years or longer if required by applicable law.

13. REPRESENTATIONS AND WARRANTIES OF CONSIGNOR. Consignor represents and warrants the following, which representations and warranties shall survive the termination of this Agreement:

A. Ownership. Consignor is the lawful owner of the Vehicle and has full right, power, and authority to consign and sell the Vehicle. Consignor shall not encumber the Vehicle with any new loans, liens, or security interests during the term of this Agreement.

B. Registration. The Vehicle is properly registered in the state shown on the title and registration documents.

C. VIN. Consignor has inspected the Vehicle Identification Number (VIN) on the Vehicle and confirms it matches the VIN depicted on the Certificate of Title.

D. Title – Free and Clear. The Vehicle is free and clear of all claims, judgments, and liens, except as disclosed above, and Consignor has no knowledge of any security interest or lien not listed herein.

E. Vehicle Condition / Damage Disclosure. Pursuant to N.C. Gen. Stat. § 20-71.4, Consignor discloses all known material damage to the Vehicle, including body, paint, mechanical, electrical, and structural damage. Consignor represents that the Vehicle: (i) is roadworthy and mechanically safe for the next owner to the best of Consignor's knowledge; (ii) complies with applicable emissions and safety inspection requirements to the best of Consignor's knowledge; (iii) has the following status as to being wrecked, damaged, flooded, or salvaged; and (iv) has the following status as to being retitled as rebuilt or salvage. Any misrepresentation constitutes a breach of this Agreement and may constitute a Class 2 misdemeanor under N.C. Gen. Stat. § 20-71.4(b).

F. Safety Inspection Certificate. If a current North Carolina safety or emissions inspection is required for the Vehicle to be displayed, demonstrated, sold, registered, or delivered under applicable law or Consignee policy, Consignor represents that the Vehicle has a current and valid inspection certificate or authorizes Consignee to obtain the required inspection at Consignor's expense.

14. INSURANCE / PLATES. Consignor warrants and represents that the Vehicle is and shall remain covered by a valid and active automobile liability insurance policy meeting the minimum requirements of the North Carolina Financial Responsibility Act, N.C. Gen. Stat. § 20-279.1 et seq., or, if registered outside North Carolina, the minimum requirements of the state of registration. Consignor's insurance policy shall provide primary coverage for any loss or damage to the Vehicle occurring during the term of this Agreement. Consignor acknowledges that Consignee's garage liability insurance shall not provide primary coverage for the Vehicle unless required by applicable law or caused by Consignee's conduct for which liability cannot be waived. Consignor shall maintain valid registration and license plates on the Vehicle throughout the term if the Vehicle will be operated or demonstrated. Consignee shall not use dealer plates to demonstrate the Vehicle. The Vehicle may be demonstrated using Consignor's plate only if the Vehicle is properly registered and covered by active liability insurance, as required by 19A N.C. Admin. Code 3D .0226(d). Failure to maintain adequate insurance or registration shall constitute a material breach of this Agreement and is entirely at Consignor's risk, except to the extent liability may not be waived under applicable law.

15. RELEASE OF LIABILITY / RISK OF LOSS. Consignor is responsible for and assumes the ordinary risk of loss or damage to the Vehicle while in the possession of Consignee, including damage occurring during display, advertising, marketing, test drives, or Acts of God, except to the extent such loss or damage is caused by Consignee's negligence, gross negligence, willful misconduct, fraud, misrepresentation, statutory violation, or any other conduct for which liability may not be waived under applicable law. Consignor agrees to maintain insurance for the Vehicle and to first submit covered losses to Consignor's own insurer when appropriate. Nothing in this Agreement releases or limits any claim arising from Consignee's negligence, gross negligence, willful misconduct, fraud, misrepresentation, odometer or title violation, unfair or deceptive act, or any other non-waivable right under applicable state or federal law.

16. REPAIRS, MAINTENANCE, AND DETAILING. The maintenance and repair of the Vehicle shall be at the sole expense of Consignor. No repairs or detailing shall be performed by Consignee without Consignor's express prior written approval. If Consignee determines that mechanical or safety repairs are necessary for the Vehicle to be displayed or test-driven safely, Consignee shall notify Consignor in writing. If Consignor refuses to authorize required safety repairs, Consignee may terminate this Agreement and return the Vehicle to Consignor, retaining the non-refundable Listing Fee. All authorized repair costs shall be deducted from the net proceeds due to Consignor at closing.

17. FTC USED CAR BUYERS GUIDE. Consignee shall display a completed FTC Buyers Guide on the Vehicle at all times it is displayed for sale, in compliance with 16 CFR Part 455 (Used Motor Vehicle Trade Regulation Rule), and shall give the completed Buyers Guide to the purchaser at the time of sale as required by applicable law. Consignee shall ensure that the buyer-facing retail purchase agreement includes the FTC-required language that the Buyers Guide is part of the contract for sale and that information on the Buyers Guide overrides any contrary provision in the contract. Consignee shall provide Consignor with a copy of the completed Buyers Guide. Consignor acknowledges that the Vehicle is offered "AS IS - NO WARRANTY" unless Consignee separately executes a written limited warranty addendum or unless another warranty disclosure is required by applicable law. Consignor and Consignee each acknowledge their respective obligations under the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301 et seq., to the extent applicable.

18. TEMPORARY REMOVAL OF VEHICLE. Consignor shall not remove the Vehicle from Consignee's premises without at least three (3) business days' prior written notice to Consignee, and only between the hours of 10:00 AM and 6:00 PM on weekdays or by appointment. Unauthorized removal constitutes a material breach. Consignor agrees to pay Consignee actual damages caused by the unauthorized removal, and, if liquidated damages are sought, such damages shall not exceed the Commission that would have been earned on the List Price and must be enforceable under applicable law. Consignor shall also be responsible for costs, including reasonable attorneys' fees, only to the extent permitted by applicable law.

19. RETURN OF VEHICLE / UNCLAIMED VEHICLE. Upon termination of this Agreement, Consignor must bring all undisputed accounts with Consignee current before retaking possession of the Vehicle. Consignor shall provide at least twenty-four (24) hours' written notice of intent to retake possession and must retake possession within seven (7) days after termination of the Agreement. Thereafter, a storage fee of $200.00 per month shall accrue and be charged to Consignor, accruing monthly until the Vehicle is removed or the outstanding balance is paid in full. If Consignor fails to retake possession after termination, Consignee may pursue only those storage-lien, unclaimed-vehicle, sale, disposal, notice, and remittance procedures permitted by applicable North Carolina law, including N.C. Gen. Stat. § 20-77 and Chapter 44A, as applicable. Consignee shall not sell the Vehicle or retain sale proceeds except as permitted by applicable law after all required notices and procedures are completed.

20. PERSONAL PROPERTY. Consignor has removed all personal property from the Vehicle, including registration documents, license plates (to the extent not required by law to remain on the Vehicle), and all personal information. Consignor agrees to hold Consignee harmless for any missing or damaged items of personal property not removed prior to consignment.

21. FUEL, OIL, AND FLUIDS. Consignee is not responsible for maintaining the level of fuel, oil, or other fluids in the Vehicle. Consignor shall deliver the Vehicle with at least one-quarter (1/4) tank of fuel. Consignor shall be charged for fuel, oil, or other fluids added to the Vehicle by Consignee with Consignor's written authorization.

22. INDEMNIFICATION. Consignor shall defend, indemnify, and hold harmless Consignee and its officers, employees, agents, and affiliates from and against any and all claims, demands, suits, judgments, damages, losses, costs, and expenses (including reasonable attorneys' fees to the extent permitted by applicable law) arising out of or related to: (a) any misrepresentation by Consignor in this Agreement or any supporting document; (b) any breach of Consignor's representations and warranties herein; (c) any third-party claim related to Consignor's ownership, prior use, undisclosed condition, undisclosed defect, or undisclosed history of the Vehicle; (d) any tax liability assessed by any governmental authority related to Consignor's ownership or sale proceeds; or (e) Consignor's failure to timely deliver clear title or execute required documents. This indemnification shall survive the termination of this Agreement. This section does not require Consignor to indemnify Consignee for claims caused by Consignee's negligence, gross negligence, willful misconduct, fraud, misrepresentation, statutory violations, odometer or title violations, unfair or deceptive acts, or any other conduct for which indemnity may not be required under applicable law. Any limitation of Consignee's liability shall apply only to the extent permitted by applicable law and shall not limit non-waivable statutory, fraud, title, odometer, consumer-protection, or negligence-based claims.

23. CONTRACT SURVIVORSHIP. This Agreement shall survive the death of any Consignor while in full force. The surviving Consignor or heir(s) of a deceased Consignor shall fulfill all obligations and agree to obtain title in their name(s). Original estate paperwork, including a death certificate, may be required.

24. CONSENT TO ELECTRONIC COMMUNICATIONS. By signing below, Consignor consents to receive transactional communications from Consignee relating to this Agreement, the Vehicle, offers, sale status, title, payment, pickup, and other consignment-related matters by email, text/SMS, telephone, and facsimile. Consignor may opt out of non-essential text/SMS communications at any time by replying "STOP" to any text message. Standard data and messaging rates from Consignor's carrier may apply. This consent does not authorize marketing or promotional text messages unless Consignor separately provides any consent required by applicable law. Marketing/promotional text consent, if any:

25. NORTH CAROLINA CONSUMER PROTECTION. This Agreement and the consignment transaction are subject to the North Carolina Unfair and Deceptive Trade Practices Act, N.C. Gen. Stat. §§ 75-1.1 et seq. Nothing in this Agreement shall limit the rights of any party under applicable state or federal consumer protection laws.

26. DEFAULT AND REMEDIES. In the event Consignor breaches this Agreement or fails to remit any amount owed to Consignee within thirty (30) days of the amount becoming due, Consignee may pursue available remedies permitted by applicable law. Interest shall accrue on past-due amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Consignor shall reimburse Consignee for costs and reasonable attorneys' fees incurred to enforce the terms of this Agreement only to the extent permitted by applicable law.

27. PAYMENTS. When the Vehicle is sold, Consignee accepts payments in cash, cashier's check, certified funds, or wire transfer. Personal checks are not accepted. All payments to Consignor by Consignee shall be by company check made payable to the titleholder of the Vehicle as reflected in the ownership documents, unless otherwise agreed in writing.

28. GOVERNING LAW AND VENUE. This Agreement is entered into and governed by the laws of the State of North Carolina, without regard to conflicts of law principles. The Parties agree that any dispute not subject to arbitration shall be brought exclusively in the state or federal courts sitting in County, North Carolina, unless applicable law requires a different forum. The prevailing party shall be entitled to legal costs, including reasonable attorneys' fees, only to the extent permitted by applicable law.

29. ARBITRATION. PLEASE READ THIS SECTION CAREFULLY. BY SIGNING THIS AGREEMENT, THE PARTIES AGREE TO ARBITRATION OF DISPUTES TO THE EXTENT PERMITTED BY APPLICABLE LAW. Any "Dispute" (defined as any disagreement, controversy, or claim arising from or relating to this Agreement, the consignment, negotiations, sale, maintenance, repair, or condition of the Vehicle, or the breach, termination, or validity of this Agreement) shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA"). If Consignor is an individual consumer, arbitration shall be conducted under the AAA Consumer Arbitration Rules and any applicable consumer due-process standards. If Consignor is not an individual consumer, arbitration shall be conducted under the AAA Commercial Arbitration Rules. Arbitration shall be before a single arbitrator who is a retired judge or practicing attorney, in the county in which Consignee is located unless applicable law or AAA rules require otherwise. This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and the North Carolina Revised Uniform Arbitration Act, N.C. Gen. Stat. §§ 1-569.1 et seq., to the extent not preempted. Arbitration fees and costs shall be allocated as required by the applicable AAA rules and applicable law; no party shall be required to pay fees or costs that would make arbitration unlawful or unenforceable. A Dispute does not include: (a) a dishonored check claim; (b) failure to provide good title; (c) misrepresentation regarding a lien; (d) possession, repossession, or replevin of the Vehicle; or (e) enforcement of a storage lien or other statutory vehicle procedure. The Parties waive any right to a jury trial and the right to participate in a class action to the extent permitted by applicable law. An award by the arbitrator shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

30. CONFIDENTIALITY / RELEASE OF INFORMATION. To protect the privacy and interest of all parties, Consignee will not release any party's information to any individual or entity without the written consent of all parties, except as required by court order or in the investigation of criminal activity by law enforcement authorities.

31. SEVERABILITY. If any provision of this Agreement is declared unenforceable or invalid by a court or arbitrator of competent jurisdiction, the remainder of this Agreement shall survive and continue to be valid and enforceable.

32. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with any addenda including but not limited to the Odometer Disclosure Statement, Power of Attorney (NCDMV Form MVR-330), Vehicle Information Sheet, and any written renewals or amendments executed by all Parties, constitutes the entire agreement between the Parties with respect to the consignment of the Vehicle and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or modification shall be binding unless made in writing and signed by both Parties. No waiver of any provision shall constitute a continuing waiver.

33. AUTHORITY. The Parties have read this entire Agreement and agree to be bound by its terms. Each individual signing in a representative capacity represents and warrants that they have the authority to bind the party on whose behalf they are signing.

REGULATORY COMPLIANCE REFERENCE

This Agreement is designed to comply with: 19A N.C. Admin. Code 3D .0226 (Consignment Sales Requirements); N.C. Gen. Stat. §§ 20-285 et seq. (Motor Vehicle Dealers and Manufacturers Licensing Law); N.C. Gen. Stat. §§ 20-71.4 (Damage Disclosure), 20-72, 20-73, 20-75 (Title Transfer), and 20-77 (Unclaimed Vehicles); N.C. Gen. Stat. Chapter 44A (storage liens, as applicable); N.C. Gen. Stat. §§ 20-340-20-350 (Vehicle Mileage Act); N.C. Gen. Stat. §§ 20-297-20-298 (Records & Insurance); N.C. Gen. Stat. § 75-1.1 (Unfair & Deceptive Trade Practices Act); 49 U.S.C. § 32705 & 49 CFR Part 580 (Truth in Mileage Act / Federal Odometer Disclosure); 16 CFR Part 455 (FTC Used Car Rule - Buyers Guide); 15 U.S.C. § 2301 et seq. (Magnuson-Moss Warranty Act); 47 U.S.C. § 227 and related FCC rules (TCPA/text communications, as applicable); 9 U.S.C. §§ 1-16 (Federal Arbitration Act); N.C. Gen. Stat. §§ 1-569.1 et seq. (NC Revised Uniform Arbitration Act).

CONSIGNOR(S)